0001104659-21-005559.txt : 20210119 0001104659-21-005559.hdr.sgml : 20210119 20210119212739 ACCESSION NUMBER: 0001104659-21-005559 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201015 FILED AS OF DATE: 20210119 DATE AS OF CHANGE: 20210119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rothstein Adam CENTRAL INDEX KEY: 0001602273 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39877 FILM NUMBER: 21537246 BUSINESS ADDRESS: BUSINESS PHONE: 917-805-6872 MAIL ADDRESS: STREET 1: 101 CROSS HWY CITY: WESTPORT STATE: CA ZIP: 92610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 200 Park Avenue Partners, LLC CENTRAL INDEX KEY: 0001827824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39877 FILM NUMBER: 21537247 BUSINESS ADDRESS: STREET 1: 101 CROSS HWY CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 9178056872 MAIL ADDRESS: STREET 1: 101 CROSS HWY CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 890 5th Avenue Partners, Inc. CENTRAL INDEX KEY: 0001828972 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 833022075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14 ELM PLACE, SUITE 206 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 5759146575 MAIL ADDRESS: STREET 1: 14 ELM PLACE, SUITE 206 CITY: RYE STATE: NY ZIP: 10580 4 1 tm213627d1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-10-15 0 0001828972 890 5th Avenue Partners, Inc. ENFA 0001602273 Rothstein Adam C/O 890 5TH AVENUE PARTNERS, INC. 14 ELM PLACE, SUITE 206 RYE NY 10580 1 1 0 0 Executive Chairman 0001827824 200 Park Avenue Partners, LLC C/O 890 5TH AVENUE PARTNERS, INC. 14 ELM PLACE, SUITE 206 RYE NY 10580 0 0 1 0 Class A common stock 2021-01-14 4 A 0 657500 10.00 A 657500 I By 200 Park Avenue Partners, LLC Class F common stock 2020-10-15 4 P 0 7187500 0.0035 A Class A common stock 7187500 I By 200 Park Avenue Partners, LLC Class F common stock 2020-12-10 4 S 0 621222 0.0035 D Class A common stock 6566278 I By 200 Park Avenue Partners, LLC Class F common stock 2021-01-04 4 S 0 105000 0.0035 D Class A common stock 6461278 I By 200 Park Avenue Partners, LLC Class F common stock 2021-01-07 4 S 0 133119 0.0035 D Class A common stock 6328159 I By 200 Park Avenue Partners, LLC Class F common stock 2021-01-07 4 S 0 133119 0.0035 D Class A common stock 6195040 I By 200 Park Avenue Partners, LLC Simultaneously with the issuer's initial public offering, 200 Park Avenue Partners, LLC, which is the sponsor of the issuer (the "Sponsor"), acquired, at a price of $10.00 per unit, 657,500 units (the "Private Units") in a private placement for an aggregate purchase price of $6,575,000. Each Private Unit consists of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. The warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. The warrants are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons. The shares of Class A common stock are directly held by the Sponsor. Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class A common stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class A common stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As described in the issuer's registration statement on Form S-1 (File No. 333-251650) under the heading "Description of Securities - Founder Shares", the Class F common stock of the issuer will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination on a one-for-one basis, or earlier at the option of the holder, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The shares of Class F common stock are directly held by the Sponsor. Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class F common stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class F common stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Adam Rothstein is the manager the Sponsor, and serves as Executive Chairman and Director of the issuer. By virtue of its representation on the issuer's Board of Directors, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor is deemed a director by deputization of the issuer. Jason R. Sanderson, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1 to a Form 3 with regard to 890 5th Avenue Partners, Inc. filed with the Securities and Exchange Commission on January 11, 2021, by Adam Rothstein and 200 Park Avenue Partners, LLC. /s/ Jason R. Sanderson, Attorney-in-Fact 2021-01-19 200 Park Avenue Partners, LLC, By: /s/ Jason R. Sanderson, Attorney-in-Fact 2021-01-19